FinCEN announced an interim final rule on March 21, 2025 that removes both United States companies, regardless of ownership, and United States persons from the definition of Reporting Companies required to file a Corporate Transparency Act Beneficial Ownership Information ("BOI") Report . Under the new rule, "Reporting Company" means only those entities "that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office." Entities previously known as "domestic reporting companies" no longer have to file a BOI Report.
For foreign reporting companies, entities will no longer be required to report on information about U.S. persons who are beneficial owners and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner. Once the rule is published, foreign entities will be required to file their report as follows:
- Reporting companies registered to do business in the United States before the date of publication of the interim final rule must file BOI reports no later than 30 days from that date.
- Reporting companies registered to do business in the United States on or after the date of publication of the interim final rule have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.
FinCEN plans to accept comments on the interim final rule and publish later this year. We will provide further updates about the status of the BOI reporting deadline as they become available. For further questions regarding the update, contact Liskow attorneys Leon Rittenberg III, Julie Chauvin, Marilyn Maloney, Caroline Lafourcade, John Rouchell or Kevin Naccari, Jr. and visit our Tax Practice page.
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